Loading...
GIDA Resolution 83-6RESOLUTION NO. 83 - 6 A RESOLUTION APPROVING THE TER~'[S OF A TRUST INDENTURE AND A LOAN AGREEmeNT AND AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF THE INDUSTRIAL DEVELOPI,~NT AUTHORITY OF THE CITY OF GILROY INDUSTRIAL DEVELOP}~NT REVENUE BONDS (GILROY CANNING COMPANY, INC.) SERIES 1983 ~EREAS, the California Industrial Development Financing Act, being Title 10 of the California Government Code, as supplemented and amended (the "Act"), establishes a procedure for the sale and issuance of revenue bonds or other evidences of indebtedness by the Industrial Develop- ment Authority of the City of Gilroy (the "Authority") for the purpose of making loans to finance facilities maintained and operated for industrial purposes; and WHEREAS, the Board of Directors of the Authority has, by Reso- lution No. 83-5, adopted by the Board of Directors of the Authority on November 7, 1983, given preliminary approval for the issuance of such bonds or other evidences of indebtedness to fund a loan to Gilroy Canning Company, Inc., a California corporation (the "Company") and the acquisi- tion of an existing plant facility and the acquisition of old and new equipment which will be located at One Lewis Street, Gilroy, California (the "Facility") for the Company, and authorized proper officers of the Authority to proceed to prepare or cause to be prepared the documentation for such purpose; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE AUTHORITY, as follows: Section 1. Revenue bonds of the Authority, designated "In- dustrial Development Authority of the City of Gilroy Industrial Develop- ment Revenue Bonds (Gilroy Canning Company, Inc.) Series 1983" in an aggregate principal amount not to exceed $6,000,000 (herein called the "Bonds"), are authorized to be issued. RESOLUTION NO. 83 - 6 -1- Section 2. The proposed form of loan agreement (the "Loan Agreement") between the Authority and the Company, presented to this meeting, is hereby approved. The Chairman of the Authority (the "Chair- man") is hereby authorized, for and in the name and on behalf of the Authority, to execute, acknowledge and deliver a loan agreement in sub- stantially said form, with such changes therein as such officer and legal counsel, including Special Counsel, Wilson, Morton, Assaf & Mc- Elligott, to the Authority ("Counsel") may require or approve, such ap- proval to be conclusively evidenced by the execution and delivery thereof. Section 3. The proposed form of trust indenture (the "Inden- ture'') between the Authority and Crocker National Bank, as trustee (the "Trustee"), presented to this meeting, is hereby approved. The Chairman is hereby authorized, for and in the name and on behalf of the Authority, to execute, acknowledge and deliver a trust indenture in substantially said form, with such changes therein as such officer and Counsel may re- quire or approve, such approval to be conclusively evidenced by the exe- cution and delivery thereof. The date, maturity dates, interest rate or rates, interest payment dates, terms of redemption and other terms of the Bonds thereto shall be as provided in the Indenture as finally exe- cuted. The Trustee may be changed to another qualified bank with the approval of the Chairman and Counsel. Section 4. The proposed form of bond purchase contract, among Morga~ Guaranty Trust Company (the "Purchaser"), the Corporation and the Authority, as presented to this meeting, is hereby approved. The Chairman or any officer of the Authority is hereby authorized and directed, for and on behalf of the Authority, to execute a bond purchase contract in substantially the form presented at this meeting with such changes therein as such officer, with the advice of Counsel, may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 5. Forms of the proposed Loan Agreement, the Bond RESOLUTION NO. 83 - 6 -2- Purchase Contract and the Indenture are on file in the office of the Authority. Section 6. Bonds in an aggregate principal amount not to exceed $6,000,000 are authorized to be executed by the manual or fac- simile signature of the Chairman, the seal of the Authority is authori- zed to be affixed or imprinted thereon and attested by the manual or fac- simile signature of the Secretary of the Authority (the "Secretary"), in forms set forth in and otherwise in accordance with said Indenture. The seal of the Authority may be reproduced in facsimile form. Section 7. The Bonds, when so executed, are authorized to be delivered to the Trustee for authentication. The Trustee is hereby re- quested to authenticate the Bonds by executing the Trustee's certificate of authentication appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the Purchaser in accordance with written instructions executed on behalf of the Authority by the Chairman, which instructions said officer is hereby authorized, for and in the name and on behalf of the Authority, to execute and deliver to the Trustee. Such instructions shall provide for the delivery of the Bonds to the Purchaser upon payment of the purchase price thereof. Section 8. The Secretary is hereby authorized to attest the signature of the Chairman and to affix and attest the seal of the Auth- ority as may be requested in connection with the execution and delivery of the Bonds and said Loan Agreement and Indenture in accordance with this resolution. Section 9. The officers and staff of the Authority are hereby authorized, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or ad- visable in order to consummate the issuance, sale and delivery of the Bonds and otherwise to carry out, give effect to and comply with the terms and intents of the resolution, the Bonds and said Loan Agreement and Inden- ture. RESOLUTION NO. 83 - 6 -3- Section 10. Final consummation of the transactions set forth in this resolution shall be contingent upon further approval by the City of Gilroy, of the issuance of the Bonds pursuant to Section 103(k) of the Internal Revenue Code of 1954, as amended, and upon the completion of the financing arrangements for the Bonds in a manner satisfactory to the Chairman and Counsel. Section 11. This resolution shall take effect immediately upon its approval. INTRODUCED at the meeting of the Industrial Development Authority of the City of Gilroy held on the 5th day of December, 1983, by Director Gage who moved its adoption and passage, which motion was carried after being duly seconded, and passed by the following vote: AYES: Directors: ALBERT, GAGE, KLOECKER, ~SSALLEM, PATE, VALDEZ and HUGHAN. NOES: Directors: None ABSENT: Directors: None SECONDED: Director: ALBERT APPROVED: ~airma~ ATTEST: RESOLUTION NO. 83 - 6 -4-